Common use of Obsolescence Termination Clause in Contracts

Obsolescence Termination. So long as no Lease Event of ------------------------ Default has occurred and is continuing, the Lessee shall have the right, on the terms and subject to the conditions contained in this Section 6.1, at its option (i) at any time during the period commencing on the date which is the first day of the sixth (6th) lease year and ending on the last day of the tenth (10th) lease year, and (ii) at any time during the period commencing on the date which is the first day of the eleventh (11th) lease year and ending on the last day of the eighteenth (18th) lease year so long as such exercise under this clause (ii) shall not have caused the Lessee to have terminated for obsolescence more than three (3) of the properties subject to this Lease and the Other Leases, in each case on at least one hundred twenty (120) days' irrevocable (subject to the second succeeding paragraph) prior written notice (a "Notice of Termination") to the Lessor, to terminate this Lease on any Rent --------------------- Payment Date (the "Termination Date"), if the Property shall have become ---------------- Obsolete or if Lessee shall have made a good faith determination, such good faith determination to be evidenced by an Officer's Certificate delivered to the Lessor, to the effect that disposition of the Property is necessary or advisable for purposes of complying with Applicable Laws and Regulations. In connection with and at the time of delivery of any Notice of Termination, Lessee shall deliver to Lessor an appraisal of the then-current Fair Market Sales Value of the Property free and clear of the Lease (the "Appraisal") determined in accordance with the Appraisal Procedure. During the period commencing on the date of receipt by Lessor of the Notice of Termination and ending on the date on which Lessor is no longer entitled to provide a Retention Election, the Lessor, but not the Lessee, shall be entitled, directly or through one or more agents, to seek bids for the sale of the Property. During the period commencing with the date on which the Lessor is no longer entitled to provide a Retention Election until the Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall undertake on behalf of the Lessor to obtain cash bids for the purchase of the Property. Prior to solicitation of any such bids, the Lessee and the Lessor shall agree on a form of contract of purchase relating to the Property acceptable to the Lessor. The Lessee may use a third party as its agent in connection with any such sale. In connection with so acting as Lessor's agent, Lessee may, by written notice to Lessor delivered no less than fifteen (15) days after expiration of the period during which Lessor is entitled to provide a Retention Election, extend the Termination Date to any Rent Payment Date not more than two hundred seventy (270) days from the Termination Date initially designated in the Notice of Termination. The Lessee shall certify to the Lessor in writing the amount and terms of each bid received by the Lessee and the name and address of the Person submitting a bid (which Person shall not be the Lessee, any Affiliate of the Lessee, or any Person with an agreement to allow Lessee or any Affiliate of Lessee to use the Property at any time during the three (3) year period following any such termination but may be the Lessor). Unless Lessor should have delivered a Retention Election, on the Termination Date (subject to receipt of the net sales price and all additional payments and instruments specified in the next succeeding sentence), (i) the Lessee shall deliver possession of the Property to such highest bidder, and (ii) the Lessor shall, on an "as is, where is" basis and without recourse to or warranty by the Lessor, except as to the absence of Lessor Liens and subject to the same disclaimers as set forth in Section 7.1, simultaneously therewith sell the Property to such highest bidder, the total net selling price realized at such sale to be retained by the Lessor. In addition, on the Termination Date, the Lessee shall deliver to Lessor an instrument in which Lessee agrees not to, and not to permit any Affiliate to, directly or indirectly use the Property during the three (3) year period following the Termination Date and shall pay to the Lessor the sum of (A) the excess, if any, of the Termination Value determined as of the Termination Date over the net sales price of the Property paid to the Lessor pursuant to the preceding sentence, plus (B) all accrued and unpaid Basic Rent as of the Termination Date, if any, plus (C) any Make-Whole Amount, plus (D) any Additional Rent then due. Notwithstanding the foregoing, the Lessor may elect to retain, rather than sell, its interest in the Property by giving irrevocable notice to that effect to the Lessee provided that such irrevocable notice (a "Retention -------- --------- Election") is given no later than one hundred twenty (120) days after the -------- receipt of the Notice of Termination. If the Lessor elects to retain its interest in the Property pursuant to this paragraph, on the Termination Date the Lessee shall deliver possession of the Property to Lessor or Lessor's designee and the Lessee shall pay to the Lessor or to whoever is entitled thereto, on the scheduled Termination Date, the amount set forth in clauses (B) and (D) of the preceding paragraph. Anything in this Section 6.1 to the contrary notwithstanding, the Lessee shall have the right to revoke any Notice of Termination on not more than two (2) occasions during the Lease Term if, with respect to each such occasion, during the period in which the Lessee had the right to serve as agent for the Lessor to obtain cash bids either (i) there were no cash bids or (ii) all such cash bids were for an amount less than 90% of the Fair Market Sales Value of the Property as set forth in the Appraisal. Lessee shall pay the Lessor's reasonable expenses incurred in connection with the rescinded termination or incurred in connection with the completed termination. If an acceptable bid for the Property shall not have been obtained or if a sale shall not have occurred on or as of the Termination Date, then this Lease shall continue in full force and effect until an acceptable bid is obtained and a sale shall have occurred. If the Lessee shall fail to pay all amounts due under and pursuant to this Section 6.1 on the scheduled Termination Date, no sale shall be consummated, this Lease shall continue in full force and effect and it shall be deemed that Lessee has revoked its Notice of Termination. Upon compliance by the Lessee with the provisions of this Section 6.1, the obligation of the Lessee to pay Basic Rent after the Termination Date shall cease, the Lease Term shall end and the obligations of the Lessee hereunder (other than any such obligations expressly surviving termination of this Lease) shall terminate as of the Termination Date. The Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to sell its interest in the Property as provided above.

Obsolescence Termination. So long as no Lease Event of ------------------------ Default has shall have occurred and is be continuing, the Lessee shall have the right, on the terms and subject to the conditions contained in this Section 6.1, at its option (i) at any time during the period commencing on the date which is the first day of the sixth (6th) lease year and ending on the last day of the tenth (10th) lease yeartime, and (ii) at any time during the period commencing on the date which is the first day of the eleventh (11th) lease year and ending on the last day of the eighteenth (18th) lease year so long as such exercise under this clause (ii) shall not have caused the Lessee to have terminated for obsolescence more than three (3) of the properties subject to this Lease and the Other Leases, in each case on at least one hundred twenty (120) 180 days' irrevocable (subject prior notice to the second succeeding paragraph) prior written notice (a "Notice of Termination") to the Lessor, to terminate this Lease on any Semiannual Rent --------------------- Payment Date (hereinafter for purposes of this Section 21 called the "Termination Date"), if specified in such notice, provided that (i) the Property Termination Date shall have become ---------------- Obsolete or if be after the 20th Semiannual Rent Payment Date and (ii) the Board of Directors of Lessee shall have made a good faith determination, such good faith determination that the Equipment is obsolete or surplus to be evidenced by an OfficerLessee's Certificate delivered to the Lessor, to the effect that disposition of the Property is necessary or advisable for purposes of complying with Applicable Laws and Regulations. In connection with and at the time of delivery of any Notice of Termination, Lessee shall deliver to Lessor an appraisal of the then-current Fair Market Sales Value of the Property free and clear of the Lease (the "Appraisal") determined in accordance with the Appraisal Procedurerequirements. During the period commencing on from the date giving of receipt by Lessor of the Notice of Termination and ending on the date on which Lessor is no longer entitled to provide a Retention Election, the Lessor, but not the Lessee, shall be entitled, directly or through one or more agents, to seek bids for the sale of the Property. During the period commencing with the date on which the Lessor is no longer entitled to provide a Retention Election such notice until the Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall undertake on behalf of the Lessor use its best efforts to obtain cash bids for the purchase of the PropertyEquipment. Prior to solicitation of any such bids, the Lessee and the Lessor shall agree on a form of contract of also have the right to obtain cash bids for the purchase relating to the Property acceptable to the Lessor. The Lessee may use a third party as its agent in connection with any such sale. In connection with so acting as Lessor's agent, Lessee may, by written notice to Lessor delivered no less than fifteen (15) days after expiration of the period during which Lessor is entitled to provide a Retention ElectionEquipment, extend the Termination Date to any Rent Payment Date not more either directly or through agents other than two hundred seventy (270) days from the Termination Date initially designated in the Notice of TerminationLessee. The Lessee shall certify to the Lessor in writing the amount and terms of each bid received by the Lessee and the name and address of the Person submitting a bid party (which Person who shall not be the Lessee, any Affiliate of the Lessee, or any Person with an agreement to allow Lessee or any Affiliate of Lessee to use the Property at any time during the three (3Lessee) year period following any submitting such termination but may be the Lessor)bid. Unless Lessor should have delivered a Retention Election, on On the Termination Date Date, Lessor shall (subject to receipt of the net sales sale price and all additional payments and instruments specified in the next succeeding sentence), (i) without recourse or warranty, sell the Lessee Equipment for cash to the bidder who shall deliver possession of have submitted the Property highest bid prior to such highest bidder, and (ii) the Lessor shall, on an "as is, where is" basis and without recourse to or warranty by the Lessor, except as to the absence of Lessor Liens and subject to the same disclaimers as set forth in Section 7.1, simultaneously therewith sell the Property to such highest bidder, the date. The total net selling sale price realized at such sale to shall be retained by the Lessor. In Lessor and, in addition, on the Termination Date, the Lessee shall deliver to Lessor an instrument in which Lessee agrees not to, and not to permit any Affiliate to, directly or indirectly use the Property during the three (3) year period following the Termination Date and shall pay to Lessor (or, in the Lessor case of Supplemental Rent, the sum of Person entitled thereto) (Ai) the excess, if any, of the Termination Value determined as over the sale price of the Equipment after deducting all expenses incurred by Lessor in connection with such sale, (ii) any Basic Rent accrued and unpaid on the Equipment to and including the Termination Date over and (iii) all Supplemental Rent owing by Lessee under this Lease; provided, however, that the net sales price received by Lessor shall be, under any circumstances and in any event, in an amount at least sufficient to pay in full the aggregate unpaid principal amount of the Property paid to Secured Notes then outstanding plus the Lessor pursuant to the preceding sentence, plus (B) all accrued and unpaid Basic Rent as of the Termination Date, if any, plus (C) any Make-Whole Amount, plus (D) any Additional Rent then due. Notwithstanding the foregoing, the Lessor may elect to retain, rather than sell, its interest in the Property by giving irrevocable notice to that effect to the Lessee provided that such irrevocable notice (a "Retention -------- --------- Election") is given no later than one hundred twenty (120) days after the -------- receipt of the Notice of Terminationthereon. If the Lessor elects to retain its interest in the Property pursuant to this paragraph, on the Termination Date the Lessee shall deliver possession of the Property to Lessor or Lessor's designee and the Lessee shall pay to the Lessor or to whoever is entitled thereto, on the scheduled Termination Date, the amount set forth in clauses (B) and (D) of the preceding paragraph. Anything in this Section 6.1 to the contrary notwithstanding, the Lessee shall have the right to revoke any Notice of Termination on not more than two (2) occasions during the Lease Term if, with respect to each such occasion, during the period in which the Lessee had the right to serve as agent for the Lessor to obtain cash bids either (i) there were no cash bids or (ii) all such cash bids were for an amount less than 90% of the Fair Market Sales Value of the Property as set forth in the Appraisal. Lessee shall pay the Lessor's reasonable expenses incurred in connection with the rescinded termination or incurred in connection with the completed termination. If an acceptable bid for the Property shall not have been obtained or if a sale shall not have occurred on or as of the Termination Date, then this Lease shall continue in full force and effect until an acceptable bid is obtained effect. In the event of any such sale and a sale shall have occurred. If the Lessee shall fail to pay all amounts due under and pursuant to this Section 6.1 on the scheduled Termination Date, no sale shall be consummated, this Lease shall continue in full force and effect and it shall be deemed that Lessee has revoked its Notice of Termination. Upon upon compliance by the Lessee with the provisions of this Section 6.121, the obligation of the Lessee to pay Basic Rent hereunder for any Semiannual Lease Period ending on or after the Termination Date shall cease, cease and the Lease Term shall end and on the obligations of the Lessee hereunder (other than any such obligations expressly surviving termination of this Lease) shall terminate as of the Termination Xxxxxxx- tion Date. The Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to sell its transfer to the purchaser named in the highest bid certified by Lessee to Lessor or obtained by Lessor, without recourse or warranty, but free and clear of (i) Lessor Liens and (ii) the Lien of the Indenture, all Lessor's right, title and interest in and to the Property as Equipment, against receipt of the payments provided abovefor herein.

Obsolescence Termination. So long as no Lease Event of ------------------------ Default has occurred and is continuing, the Lessee shall have the right, on the terms and subject to the conditions contained in this Section 6.1, at its option (i) at any time during the period commencing on the date which is the first day of the sixth (6th) lease year and ending on the last day of the tenth (10th) lease year, and (ii) at any time during the period commencing on the date which is the first day of the eleventh (11th) lease year and ending on the last day date that is at least fifteen (15) months prior to expiration of the eighteenth (18th) lease year so long as such exercise under this clause (ii) shall not have caused the Lessee to have terminated for obsolescence more than three (3) of the properties subject to this Lease and the Other LeasesBasic Term, in each case on at least one hundred twenty (120) days' irrevocable (subject to the second succeeding paragraph) prior written notice (a "Notice of Termination") to the Lessor, to terminate --------------------- this Lease on any Rent --------------------- Payment Date (the "Termination ----------- Date"), if the Property shall have become ---------------- Obsolete or if Lessee shall have made ---- a good faith determination, such good faith determination to be evidenced by an Officer's Certificate delivered to the Lessor, to the effect that disposition of the Property is necessary or advisable for purposes of complying with Applicable Laws and Regulations. In connection with and at the time of delivery of any Notice of Termination, Lessee shall notify Lessor of its election to (x) make a rejectable offer to cause the Property to be sold as hereinafter provided or (y) make a termination payment equal to an amount equal to the sum of the remaining Basic Rent Payments that would have been due to the Lessor through the Basic Term had this lease continued in full force and effect from the Termination Date to the end of such Basic Term (the "Basic Term Rent Amount"). If the Lessee shall have chosen the option described in clause (x) above, in connection with and at the time of delivery of any Notice of Termination, Lessee shall deliver to Lessor an appraisal of the then-current Fair Market Sales Value of the Property free and clear of the Lease (the "Appraisal") determined in accordance with the Appraisal Procedure. During the period commencing on the date of receipt by Lessor of the Notice of Termination and ending on the date on which Lessor is no longer entitled to provide a Retention Election, the Lessor, but not the Lessee, shall be entitled, directly or through one or more agents, to seek bids for the sale of the Property. During the period commencing with the date on which the Lessor is no longer entitled to provide a Retention Election until the Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall undertake on behalf of the Lessor to obtain cash bids for the purchase of the Property. Prior to solicitation of any such bids, the Lessee and the Lessor shall agree on a form of contract of purchase relating to the Property acceptable to the Lessor. The Lessee may use a third party as its agent in connection with any such sale. In connection with so acting as Lessor's agent, Lessee may, by written notice to Lessor delivered no less than fifteen (15) days after expiration of the period during which Lessor is entitled to provide a Retention Election, extend the Termination Date to any Rent Payment Date not more than two hundred seventy (270) days from the Termination Date initially designated in the Notice of Termination. The Lessee shall certify to the Lessor in writing the amount and terms of each bid received by the Lessee and the name and address of the Person submitting a bid (which Person shall not be the Lessee, any Affiliate of the Lessee, or any Person with an agreement to allow Lessee or any Affiliate of Lessee to use the Property at any time during the three (3) year period following any such termination but may be the Lessor). Unless Lessor should have delivered a Retention Election, on the Termination Date (subject to receipt of the net sales price and all additional payments and instruments specified in the next succeeding sentence), (i) the Lessee shall deliver possession of the Property to such highest bidder, and (ii) the Lessor shall, on an "as is, where is" basis and without recourse to or warranty by the Lessor, except as to the absence of Lessor Liens and subject to the same disclaimers as set forth in Section 7.1, simultaneously therewith sell the Property to such highest bidder, the total net selling price realized at such sale to be retained by the Lessor. In addition, on the Termination Date, the Lessee shall deliver to Lessor an instrument in which Lessee agrees not to, and not to permit any Affiliate to, directly or indirectly use the Property during the three (3) year period following the Termination Date and shall pay to the Lessor the sum of (A) the excess, if any, of the Termination Value determined as of the Termination Date over the net sales price of the Property paid to the Lessor pursuant to the preceding sentence, plus (B) all accrued and unpaid Basic Rent as of the Termination Date, if any, plus (C) any Make-Whole Amount, plus (D) any Additional Rent then dueaccrued and unpaid as of the Termination Date. Notwithstanding the foregoing, the Lessor may elect to retain, rather than sell, its interest in the Property by giving irrevocable notice to that effect to the Lessee provided that such irrevocable notice (a "Retention -------- --------- Election") is given no later than one hundred twenty (120) days after the -------- receipt of the Notice of Termination. If the Lessor elects to retain its interest in the Property pursuant to this paragraph, on the Termination Date the Lessee shall deliver possession of the Property to Lessor or Lessor's designee and the Lessee shall pay to the Lessor or to whoever is entitled thereto, on the scheduled Termination Date, the amount set forth in clauses (B) and (D) of the preceding paragraph. If the Lessee shall have chosen the option described in clause (y) of the first paragraph of this Section 6.1, on the Termination Date (i) the Lessee shall deliver possession of the Property to the Lessor, (ii) the Lessee shall pay to the Lessor the Basic Term Rent Amount, plus all accrued and unpaid Basic Rent as of the Termination Date, if any, plus any Additional Rent accrued and unpaid as of the Termination Date and (iii) upon delivery of the Property to the Lessor and payment of the amount set forth in clause (ii) above, this Lease shall terminate. Anything in this Section 6.1 to the contrary notwithstanding, the Lessee shall have the right to revoke any Notice of Termination in which the Lessee chose the option described in clause (x) of the first paragraph of this Section 6.1 on not more than two (2) occasions during the Lease Term if, with respect to each such occasion, during the period in which the Lessee had the right to serve as agent for the Lessor to obtain cash bids either (i) there were no cash bids or (ii) all such cash bids were for an amount less than 90% of the Fair Market Sales Value of the Property as set forth in the Appraisal. Lessee shall pay the Lessor's reasonable expenses incurred in connection with the rescinded termination or incurred in connection with the completed termination. If If, in connection with any occasion on which the Lessee shall have chosen the option described in clause (x) of the first paragraph of this Section 6.1, an acceptable bid for the Property shall not have been obtained or if a sale shall not have occurred on or as of the Termination Date, then this Lease shall continue in full force and effect until an acceptable bid is obtained and a sale shall have occurred. If the Lessee shall fail to pay all amounts due under and pursuant to this Section 6.1 on the scheduled Termination Date, no sale shall be consummated, this Lease shall continue in full force and effect and it shall be deemed that Lessee has revoked its Notice of Termination. Upon compliance by the Lessee with the provisions of this Section 6.1, the obligation of the Lessee to pay Basic Rent after the Termination Date shall cease, the Lease Term shall end and the obligations of the Lessee hereunder (other than any such obligations expressly surviving termination of this Lease) shall terminate as of the Termination Date. The Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to sell its interest in the Property as provided above.

Obsolescence Termination. So long as no Unless a Lease Default or a Lease Event of ------------------------ Default has shall have occurred and is be continuing, the Lessee shall have the right, on the terms and subject to the conditions contained in this Section 6.1Article VI, at its option (i) at any time during the period commencing on the date which is the first day of the sixth (6th) lease year and ending on the last day of the tenth (10th) lease year, and (ii) at any time during the period commencing on the date which is the first day of the eleventh (11th) lease year and ending on the last day of the eighteenth (18th) lease year so long as such exercise under this clause (ii) shall not have caused the Lessee to have terminated for obsolescence more than three (3) of the properties subject to this Lease and the Other Leases, in each case on at least one hundred twenty eighty (120180) days' irrevocable (subject to the second succeeding paragraph) days prior written notice (a "Notice of Article VI Termination") to the Lessor, the Agent and the Lenders, to terminate this Lease on any Rent --------------------- Payment Date as to all (but not less than all) of the Equipment (the "Article VI Termination Date")) on or after the fifth anniversary of the Lease Commencement Date, if the Property such Item or Items shall have become ---------------- Obsolete or if Lessee shall have made a good faith determination, such good faith determination to be evidenced by an Officer's Certificate delivered to the Lessor, to the effect that disposition of the Property is necessary or advisable for purposes of complying with Applicable Laws and Regulations. In connection with and at the time of delivery of any Notice of Termination, Lessee shall deliver to Lessor an appraisal of the then-current Fair Market Sales Value of the Property free and clear of the Lease (the "Appraisal") determined in accordance with the Appraisal Procedure. During the period commencing on the date of receipt by Lessor of the Notice of Termination and ending on the date on which Lessor is no longer entitled to provide a Retention Election, the Lessor, but not the Lessee, shall be entitled, directly or through one or more agents, to seek bids for the sale of the PropertyObsolete. During the period commencing with the date on which the Lessor such Notice of Article VI Termination is no longer entitled to provide a Retention Election given until the Article VI Termination Date, the Lessee, as non-exclusive agent for the Lessor, shall undertake on behalf of the Lessor use its best efforts to obtain cash bids for the purchase of the PropertyEquipment. Prior to solicitation of any such bids, the Lessee and the The Lessor shall agree on a form of contract of also have the right to obtain cash bids for the purchase relating to thereof, either directly or through agents other than the Property acceptable to the Lessor. The Lessee may use a third party as its agent in connection with any such sale. In connection with so acting as Lessor's agent, Lessee may, by written notice to Lessor delivered no less than fifteen (15) days after expiration of the period during which Lessor is entitled to provide a Retention Election, extend the Termination Date to any Rent Payment Date not more than two hundred seventy (270) days from the Termination Date initially designated in the Notice of TerminationLessee. The Lessee shall certify to the Lessor in writing the amount and terms of each bid received by the Lessee and the name and address of the Person submitting a bid (which Person shall not be the Lessee, any Affiliate of the Lessee, or any Person with an agreement to allow Lessee or any Affiliate of the Lessee to use the Property at any time during the three (3) year period following any such termination but may be the Lessor). Unless On the Article VI Termination Date, the Lessor should have delivered a Retention Election, on the Termination Date shall (subject to receipt of the net sales sale price and all additional payments and instruments specified in the next succeeding sentence), (i) the Lessee shall deliver possession of the Property to such highest bidder, and (ii) the Lessor shall, on an "as is, where is" basis and without recourse to or warranty by the Lessor, except as to the absence but free and clear of Lessor Liens and subject the lien of the Loan Agreement (if and to the same disclaimers as set forth in Section 7.1extent the Lenders are required to release the same), simultaneously therewith sell the Property Equipment for cash to the bidder which shall have submitted the highest bid prior to such highest bidder, date and the Lessor shall be released from all obligations with respect to the Equipment. The total net selling sales price realized at such sale to shall be retained by the Lessor. In Lessor pursuant to this Lease, and, in addition, on the Article VI Termination Date, the Lessee shall deliver to Lessor an instrument in which Lessee agrees not to, and not to permit any Affiliate to, directly or indirectly use the Property during the three (3) year period following the Termination Date and shall pay to the Lessor (or, in the sum case of Supplemental Rent, the Person entitled thereto) (Ai) the excess, if any, of the Termination Value determined as of the Termination Date over the net sales price of the Property paid to the Lessor pursuant to the preceding sentence, plus (B) all accrued and unpaid Basic Rent as of the Termination Date, if any, plus (C) any Make-Whole Amount, plus (D) any Additional Rent then due. Notwithstanding the foregoing, the Lessor may elect to retain, rather than sell, its interest in the Property by giving irrevocable notice to that effect to the Lessee provided that such irrevocable notice (a "Retention -------- --------- Election") is given no later than one hundred twenty (120) days after the -------- receipt of the Notice of Termination. If the Lessor elects to retain its interest in the Property pursuant to this paragraph, on the Termination Date the Lessee shall deliver possession of the Property to Lessor or Lessor's designee and the Lessee shall pay to the Lessor or to whoever is entitled thereto, on the scheduled Termination Date, the amount set forth in clauses (B) and (D) of the preceding paragraph. Anything in this Section 6.1 to the contrary notwithstanding, the Lessee shall have the right to revoke any Notice of Termination on not more than two (2) occasions during the Lease Term if, with respect to each such occasion, during the period in which the Lessee had the right to serve as agent for the Lessor to obtain cash bids either (i) there were no cash bids or (ii) all such cash bids were for an amount less than 90% of the Fair Market Sales Value of the Property as set forth in the Appraisal. Lessee shall pay the Lessor's reasonable expenses incurred in connection with the rescinded termination or incurred in connection with the completed termination. If an acceptable bid for the Property shall not have been obtained or if a sale shall not have occurred on or as of the Termination Date, then this Lease shall continue in full force and effect until an acceptable bid is obtained and a sale shall have occurred. If the Lessee shall fail to pay all amounts due under and pursuant to this Section 6.1 on the scheduled Termination Date, no sale shall be consummated, this Lease shall continue in full force and effect and it shall be deemed that Lessee has revoked its Notice of Termination. Upon compliance by the Lessee with the provisions of this Section 6.1, the obligation of the Lessee to pay Basic Rent after the Termination Date shall cease, the Lease Term shall end and the obligations of the Lessee hereunder (other than any such obligations expressly surviving termination of this Lease) shall terminate as of the Termination Date. The Lessor shall be under no duty to solicit bids, to inquire into the efforts of the Lessee to obtain bids or otherwise to take any action in connection with any such sale other than to sell its interest in the Property as provided above.Equipment over